Safilo has confirmed that it will not make a binding offer to acquire British business Inspecs Group plc. The Italian eyewear group disclosed this following the announcement made on December 10 by Inspecs, noting Bidco 1125 Limited’s proposal to acquire it at a price of 84 pence per share.
Safilo
The Padua-based global eyewear company had expressed interest last October in acquiring Inspecs, making an initial approach to the UK-based eyewear designer, manufacturer, and distributor in relation to a potential acquisition of its Eschenbach Group and BoDe assets. Safilo subsequently made two possible non-binding cash offers to acquire the entire issued and to be issued share capital of Inspecs. Both proposals were rejected by Inspecs.
Today Safilo issued an announcement pursuant to Rule 2.8 of the Takeover Code. Accordingly, the company stated that, unless the Panel consents, Safilo (together with any persons acting in concert) will be subject to the restrictions set out in Rule 2.8. These restrictions include, among other things, that for a period of six months Safilo may not announce an offer or possible offer for Inspecs, nor acquire any interest in Inspecs shares that, in aggregate, would confer 30% or more of the voting rights in the British company.
However, Safilo pointed out that, pursuant to Note 2 of Rule 2.8 of the Takeover Code, it reserves the right to depart from these restrictions should certain circumstances arise: if a third party (other than Bidco 1125) announces a firm intention to make an offer for Inspecs; if Inspecs announces a proposed waiver of Rule 9 (relating to the obligation to make a mandatory takeover offer) subject to the approval of independent shareholders, or a reverse takeover (as defined in the Takeover Code); or if the Takeover Panel determines that there has been a material change of circumstances.
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